PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FIRST LIBERTY BANK CORP.
(Name of Registrant as Specified in its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
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Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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<PAGE>
[FIRST LIBERTY BANK CORP. LOGO]
_____________________
NOTICE
OF
ANNUAL MEETING OF SHAREHOLDERS
to be held May 17, 1999
_____________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders (the "Meeting") of First Liberty Bank Corp. ("First
Liberty") will be held on Monday, May 17, 1999, at 9:00 p.m.
(Eastern Time) at the Sacred Heart of Mary Center, 624 Madison
Avenue, Jermyn, Pennsylvania, for the following purposes:
(1) To elect five (5) Class I directors of First
Liberty to serve for a term of three years and until their
successors shall have been elected and qualified;
(2) To transact such other business as may properly be
presented at the Meeting.
Shareholders of record at the close of business on March 31,
1999, are entitled to notice of, and to vote at the Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE SIGN, DATE, AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.
BY ORDER OF THE BOARD OF DIRECTORS
DONALD J. GIBBS
Treasurer
Jermyn, Pennsylvania
April 21, 1999
<PAGE>
FIRST LIBERTY BANK CORP.
645 Washington Avenue
P.O. Box 39
Jermyn, Pennsylvania 18433-0039
(570) 876-6500
_______________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 17, 1999
_______________________________
GENERAL INFORMATION
Solicitation of Proxies. The Board of Directors of First
Liberty Bank Corp. ("First Liberty"), parent company of First
Liberty Bank & Trust, is providing this Proxy Statement to
solicit proxies for use at First Liberty's annual meeting of
shareholders to be held May 17, 1999, or any adjournment thereof
(the "Meeting"). First Liberty is first mailing this Proxy
Statement and the accompanying proxy on or about April 21, 1999.
First Liberty will pay the expense of soliciting proxies. First
Liberty expects to solicit proxies primarily by mail. First
Liberty's directors, officers and employees may also solicit
proxies personally, by telephone and by facsimile or similar
means.
Voting and Revocation of Proxies. The execution and return
of the enclosed proxy will not affect a shareholder's right to
attend the Meeting and vote in person. Any shareholder giving a
proxy may revoke it at any time before it is exercised by
submitting written notice of its revocation or a subsequently
executed proxy bearing a later date to the Secretary of First
Liberty, or by attending the Meeting and electing to vote in
person. Shareholders of record at the close of business on
March 31, 1999 (the "Record Date"), are entitled to notice of,
and to vote at, the Meeting. On the Record Date, there were
1,587,137 shares of First Liberty common stock outstanding, each
of which will be entitled to one vote at the Meeting.
Shareholders are not entitled to cumulate votes in the election
of directors.
If the enclosed proxy is appropriately marked, signed and
returned in time to be voted at the Meeting, the shares
represented by the proxy will be voted in accordance with the
instructions marked thereon. Signed proxies not marked to the
contrary will be voted "FOR" the election, as directors, of the
Board of Directors' nominees. Signed proxies will be voted "FOR"
or "AGAINST" any other matter that properly comes before the
Meeting or any adjournment thereof, in the discretion of the
persons named as proxyholders, including with respect to any
matters not complying with the advance notice provisions set
forth in First Liberty's Bylaws.
<PAGE 1>
Quorum. The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes
that all shareholders are entitled to cast will constitute a
quorum at the Meeting. Abstentions with respect to one or more
proposals voted upon at the Meeting will be included for purposes
of determining the presence of a quorum at the Meeting.
ELECTION OF DIRECTORS
The Articles of Incorporation of First Liberty provide
that First Liberty's business shall be managed by a Board of
Directors of not less than five and not more than twenty-five
persons, the exact number to be fixed from time to time by the
Board of Directors. The Board of Directors of First Liberty is
divided into three classes: Class I, Class II, and Class III,
with each class being as nearly equal in number as possible.
Only one Class is generally elected at each annual meeting to
serve for a term of three years. The Board of Directors has
fixed the number of directors at seventeen, with five directors
in Class I and six directors in each of Class II and Class III.
Accordingly, five Class I directors have been nominated for
election at the Meeting. The term of office of the Class I
directors elected at the Meeting will expire on the date of the
annual meeting in 2002.
The Board of Directors has nominated Kuzma
Leschak, Jr., I. Leo Moskovitz, Michael A. Barbetti, Norman E.
Woodworth, and Fred J. Gentile, as Class I directors. Each of
these persons is presently a director of First Liberty.
Garfield G. Thomas, presently a Class I director, will retire as
of the Meeting after over forty years of service with First
Liberty or its predecessor institutions.
The Bylaws of First Liberty permit nominations for
election to the Board of Directors to be made by the Board of
Directors or by any shareholder entitled to vote for the election
of directors. Nominations for director made by shareholders
(other than by the Board of Directors) must be made, in writing,
delivered or mailed to First Liberty not less than twenty days
prior to the date of a shareholder's meeting. Such notice must
contain the same information to the extent known to the notifying
shareholder as that required to be stated by First Liberty in its
Proxy Statement with respect to nominees of the Board of
Directors. Any nominations that are not made in this manner or
any votes cast at the Meeting for any candidate not duly
nominated may be disregarded by the Chairman of the Meeting. No
notice of nomination for election as a director has been received
form any shareholder as of the date of this Proxy Statement.
Shares represented by properly executed proxies in the
accompanying form will be voted for the nominees named below
unless otherwise specified in the proxy by the shareholder. Any
shareholder who wishes to withhold authority from the
proxyholders to vote for the election of directors or to withhold
authority to vote for any individual nominee may do so by marking
<PAGE 2> his or her proxy to that effect. No proxy may be voted
for a greater number of persons than the number of nominees
named. If any nominee should become unable to serve, the persons
named in the proxy may vote for another nominee. First Liberty's
management, however, has no present reason to believe that any
nominee listed below will be unable to serve as a director, if
elected.
The following table sets forth information concerning
the nominees for election as Class I directors and the continuing
Class II and Class III directors, including their principal
occupations or employment during the past five years and their
ownership of First Liberty common stock as of the Record Date.
<PAGE 3>
<TABLE>
<CAPTION>
Name and Principal Age and Sole Voting Shared Voting Total Shares Percent of
Occupation During Director and Investment and Investment Beneficially Total Shares
Past Five Years Since(1) Power Power Owned Outstanding
NOMINEES AS CLASS I DIRECTORS TO SERVE UNTIL 2002
<S> <C> <C> <C> <C> <C>
Kuzma Leschak, Jr. 74 -- 4,625 9,675(2) .6%
Jermyn, PA 1950
Chairman, Board of Directors
I. Leo Moskovitz 94 1,000 -- 25,300(3) 1.6
Jermyn, PA 1953
Retired President of
FNBJ and First Liberty
Michael A. Barbetti 50 1,653 2,534 4,049(4) .3
Scranton, PA 1991
Certified Public Accountant
Norman E. Woodworth 69 11,024 -- 24,390(5) 1.5
Peckville, PA 1985
Retired
Fred J. Gentile 72 9,100 241 9,341 .6
Lake Ariel, PA 1966
Retired
<CAPTION>
CONTINUING CLASS II DIRECTORS TO SERVE UNTIL 2000
<S> <C> <C> <C> <C> <C>
William M. Davis 63 2,027 20,430 23,057(6) 1.4
Jermyn, PA 1966
President and CEO of
FNBJ and First Liberty
Peter A. Sabia 67 -- 100,807 119,077(7) 7.5
Dunmore, PA 1984
Owner of Valley Dodge
Truck Center
Edmund J. Biancarelli 85 28,900 6,425 35,325 2.2
Jessup, PA 1964
Medical Doctor
Thomas G. Speicher 52 -- 6,364 6,364 0.4
Archbald, PA 1996
President and CEO of
TR Associates
William K. Nasser, Jr. 46 1,409 1,970 3,089(8) 0.2
Dunmore, PA 1997
President, Nasser & Co.
Steven R. Tokach 52 250 5,180 5,430 0.3
Wilkes-Barre, PA 1997
Executive Vice President
First Liberty and FNBJ
<CAPTION>
CONTINUING AS CLASS III DIRECTORS TO SERVE UNTIL 2001
<S> <C> <C> <C> <C> <C>
David M. Epstein, Esquire 60 3,712 9,275 29,067(9) 1.8%
Scranton, PA 1985
President, The Wellesley Group
(Hotel Management)
<PAGE 4>
Robert T. Kelly 72 22,605 -- 22,950(10) 1.4
Jessup, PA 1971
Certified Public Accountant
Harold T. McGovern 40 830 -- 830 0.1
Carbondale, PA 1998
President, McGovern Insurance Agency
Saul Kaplan 73 216,557 -- 216,557 13.6
Scranton, PA 1974
Owner, Montage Foods
Harold Kaplan 65 52,432 -- 52,432 3.3
Dalton, PA 1986
Owner, Montage Foods
Joseph P. Coviello 49 137 10,775 10,912 0.7
Clarks Summit, PA 1990
Attorney
All Directors and Officers as a -- 342,811 168,645 598,090 37.7
Group (18 Persons)
_____________________
</TABLE>
(1) Includes period served as a director of predecessor
institutions of First Liberty and First Liberty Bank &
Trust.
(2) Includes 5,050 shares owned in various capacities by
children.
(3) Includes 24,300 shares owned individually by spouse.
(4) Includes 1,515 shares owned by son.
(5) Includes 11,024 shares owned individually by his spouse and
2,342 owned by children.
(6) Includes 600 shares in a self-directed IRA.
(7) Includes 18,270 shares owned in various capacities by
children.
(8) Includes 100 shares owned by his children and 960 shares in
a self-directed IRA.
(9) Includes 4,750 shares owned by his mother and 11,330 shares
owned individually by spouse.
(10) Includes 345 shares owned individually by spouse.
Board and Committee Meetings; Director Compensation
First Liberty's Board of Directors met 7 times during
1998. First Liberty has an Audit Committee, an Executive
Committee and a Personnel, Retirement & Compensation Committee.
The Audit Committee, which is responsible for reporting to the
Board on the financial condition of First Liberty and acting as a
liaison between the Board and First Liberty's independent
<PAGE 5> auditors, met eight times during 1998. The Personnel,
Retirement & Compensation Committee, which is responsible for the
administration of compensation and benefit plans and programs,
met twice during 1998. The Executive Committee, which can
exercise the authority of the Board to the extent permitted by
law during intervals between meetings of the Board, did not meet
during 1998. During 1998, all of the directors of First Liberty
attended at least 75% of the aggregate of all meetings of First
Liberty's Board of Directors and committees of the Board on which
they served except for David M. Epstein, Esquire.
The Audit Committee of the Board consists of Directors
Kelly (Chairman), Epstein, Moskovitz, Speicher, Nasser, Barbetti,
and Gentile. The Executive Committee of the Board consists of
Directors Davis (Chairman), Leschak, Sabia, Tokach, Harold
Kaplan, and Coviello. The Personnel, Retirement & Compensation
Committee of the Board consists of Directors Sabia (Chairman),
Speicher, Nasser, McGovern, Kelly, Woodworth, Harold Kaplan, and
Coviello.
The Board of Directors of First Liberty is identical to
the Board of Directors of First Liberty Bank & Trust. Each
nonemployee director of First Liberty Bank & Trust receives an
annual retainer of $24,000. First Liberty does not pay
directors' fees.
Executive Compensation
Set forth in the following table is certain
compensation information with respect to the Chief Executive
Officer of First Liberty and each other executive officer of
First Liberty who received compensation in excess of $100,000 for
the fiscal year ended December 31, 1998:
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Compen- Awards Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) ($) SARs(#) ($) sation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William M. Davis 1998 $206,865(1) $50,000 $ 0 $ 0 $ 0 $ 0 $ 0
President & CEO 1997 177,788 30,000 0 0 0 0 0
1996 162,192 25,000 0 0 0 0 0
Steven R. Tokach 1998 137,313(1) 25,000 0 0 0 0 0
Executive Vice 1997 116,299 20,000 0 0 0 0 0
President 1996 107,873 20,000 0 0 0 0 0
Richard Masucci 1998 102,960 0 0 0 0 0 0
Senior Vice
President
</TABLE>
_________________
<PAGE 6>
(1) The base salaries of Mr. Davis and Mr. Tokach were increased
to $225,000 and $150,000 per year, respectively, during
1998.
In June 1993, First Liberty entered into employment
agreements with William M. Davis, President and Chief Executive
Officer of First Liberty, and Steven R. Tokach, Executive Vice
President of First Liberty. Each agreement was for an initial
three-year term and is renewed annually for a three-year period
unless notice of nonrenewal is given by either party in which
case the agreement will expire at the end of the then existing
term. Each agreement provided for an initial base salary which
First Liberty may increase, but not decrease, from time to time.
The current base salaries for Mr. Davis and Mr. Tokach under the
agreements is $225,000 and $150,000, respectively. If the
executive's employment is terminated without "cause" (as defined
in the agreement) or the executive terminates his employment for
"good reason" (as defined in the agreement) following a "change
in control" of the Company, the executive becomes entitled to
severance benefits under the agreement. "Good reason" includes a
reduction in title, responsibilities, or authority, a
reassignment which requires the executive to travel from his
principal residence more than 25 miles, any removal of the
executive from office (subject to certain exceptions), a
reduction in base salary, or a failure to provide the executive
with comparable benefits following a "change in control." If any
such termination occurs following a "change in control,"
Mr. Davis and Mr. Tokach will be entitled to receive their
current salary for the remainder of the then existing contract
term plus certain welfare benefits in effect during the two (2)
years prior to such termination.
First Liberty does not presently compensate executives
or employees by means of any stock option or long-term incentive
plan. A long-term incentive plan means a plan providing
compensation to serve as an incentive for performance over a
period longer than one fiscal year.
Report of the Compensation Committee
First Liberty's salary and compensation policies are
administered by the Personnel, Retirement & Compensation
Committee of the Board of Directors. This Committee consists
entirely of nonemployee directors of First Liberty. The primary
objective of the Committee is to set salaries and benefit levels
which are competitive with levels available at financial
institutions of similar size in First Liberty's market area. The
Committee annually evaluates and recommends to the Board of
Directors compensation and bonus awards to employees of First
Liberty, including the Chief Executive Officer.
At present, First Liberty's executive compensation
program is comprised of salary and bonus. There are no long-term
incentive programs, including any stock-based forms of
remuneration. Salary levels are determined within ranges for
<PAGE 7> specific job descriptions for all executive employees
other than the Chief Executive Officer and the Executive Vice
President. Ranges are determined by comparing two commercially
available salary surveys and also data collected on comparable
salaries paid to officers who are similarly situated at other
financial institutions in First Liberty's market area. Salaries
are set within the ranges for each job description based on an
evaluation by the Committee of an individual's job performance.
The salary level of the Chief Executive Officer was set
at $225,000 effective June 10, 1998 based on the Committee's and
the Board's perception of the Chief Executive Officer's
contribution to First Liberty, including without limitation his
efforts to enhance First Liberty's financial performance by
expanding the Bank's services and market area. The Chief
Executive Officer was also awarded a bonus of $50,000 for 1998.
The salary level and bonus for the Chief Executive Officer and
for other executive employees were not based on any quantitative
criteria.
First Liberty presently does not maintain any long-term
incentive plans, including stock option plans or other stock-
based plans, for its employees. First Liberty does maintain a
tax-qualified defined benefit plan for all of its employees. In
addition, First Liberty has historically paid an annual bonus to
all employees based on the achievement of pre-determined returns
on shareholders' equity.
This report has been submitted by the Personnel,
Retirement & Compensation Committee of the Board of Directors,
the members of which are: Peter A. Sabia, Chairman; Thomas G.
Speicher; William K. Nasser, Jr.; Harold T. McGovern; Robert T.
Kelly; Norman E. Woodworth; Harold Kaplan; and Joseph P.
Coviello, Esquire.
Performance Graph
Set forth below is a graph and table comparing the
yearly percentage change in the cumulative total shareholder
return on First Liberty common stock against the cumulative total
return on the S&P 500 Index and the cumulative total return on
the NASDAQ Bank Index for the five-year period commencing
December 31, 1993, and ending December 31, 1998.
Cumulative total return on First Liberty Common Stock,
the S&P 500 Index and the NASDAQ Bank Index equals the total
increase in value since December 31, 1993, assuming reinvestment
of all dividends. The graph and table were prepared assuming
that $100 was invested on December 31, 1993, in First Liberty
common stock, the S&P 500 and the NASDAQ Bank Index.
<PAGE 8>
The First Liberty Bank Corp.
Performance Graph
[Graph to be inserted separately]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
S&P 500 $100 $101 $139 $171 $229 $294
NASDAQ Bank Index 100 100 148 196 328 325
First Liberty 100 110 115 152 211 258
____________
</TABLE>
Pension Plan
First Liberty maintains a defined benefit retirement
plan ("Pension Plan") for all employees who have attained age 21
and have completed one year of eligibility service. The
following table sets forth the estimated annual benefits payable
upon retirement to participants at normal retirement age, in the
average annual salary and years of service classifications
specified.
THE FIRST LIBERTY BANK CORP. PENSION PLAN
ILLUSTRATION OF BENEFITS AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
Benefits Payable Per Years of Service(1)(2)
Remuneration(3) 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
25,000 6,750 9,000 11,250 13,500 15,750
50,000 14,250 19,000 23,750 28,500 33,250
75,000 21,750 29,000 36,250 43,500 50,750
100,000 29,250 39,000 48,750 58,500 68,250
125,000 36,750 49,000 61,250 73,500 85,750
150,000 44,250 59,000 73,750 88,500 103,250
200,000 47,250(4) 63,000(4) 78,750(4) 94,500(4) 110,250(4)
225,000 47,250(4) 63,000(4) 78,750(4) 94,500(4) 110,250(4)
250,000 47,250(4) 63,000(4) 78,750(4) 94,500(4) 110,250(4)
</TABLE>
(1) The following are the years of credited service under the
Pension Plan for the persons named in the cash compensation
table: Mr. Davis-35 years; Mr. Tokach-12 years; and
Mr. Masucci-1 year.
(2) Benefits are computed in single life annuity amounts without
any reduction for Social Security or other offset amounts.
<PAGE 9>
(3) Represents the highest average remuneration received over a
consecutive five-year period during the last ten years,
subject in the cases of Messrs. Davis, Tokach, and Masucci
to a compensation limit of $160,000 in 1998.
(4) The 1998 maximum annual benefit permitted when the Internal
Revenue Code's annual compensation limit of $160,000 and
maximum annual benefit limit are applied to the Pension
Plan's benefit formula.
Certain Transactions
Certain directors and executive officers of First
Liberty, and associates of such persons (including corporations
of which such persons are officers or 10% beneficial owners),
were customers of and had transactions with First Liberty Bank &
Trust and its predecessors, The First National Bank of Jermyn and
NBO National Bank, in the ordinary course of business during
1998. All loans made to such persons were made in the ordinary
course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and did not
involve more than the normal risks of collectibility or present
other unfavorable features. It is expected that any other
transactions with directors and officers and their associates int
he future will be conducted on the same basis.
Principal Shareholders of First Liberty
On the Record Date, there were 1,587,137 shares of
First Liberty common stock issued and outstanding held by
approximately 1,440 shareholders of record. The following table
sets forth information with respect to persons known by First
Liberty to have beneficially owned 5% or more of the outstanding
First Liberty common stock as of the Record Date:
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Saul Kaplan(1) 216,557 13.6%
101 Rhonch Drive
Scranton, PA
Peter A. Sabia(2) 119,077 7.5%
402 Willow Street
Dunmore, PA
________________________
(1) Mr. Kaplan is a director of First Liberty and First Liberty
Bank & Trust.
(2) Mr. Sabia is a director of First Liberty and First Liberty
Bank & Trust. Amounts include 100,807 shares over which he
has shared voting and investment power and 18,270 shares
owned in various capacities by his children. <PAGE 10>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires First Liberty's officers
and directors, and any persons owning ten percent or more of
First Liberty common stock, to file in their personal capacities
initial statements of beneficial ownership, statements of changes
in beneficial ownership and annual statements of beneficial
ownership with the Securities and Exchange Commission. Persons
filing such beneficial ownership statements are required by SEC
regulation to furnish First Liberty with copies of all such
statements filed with the SEC. The rules of the SEC regarding
the filing of such statements require that "late filings" of such
statements be disclosed in First Liberty's proxy statement.
Based solely on First Liberty's review of any copies of such
statements received by it, and on representations from First
Liberty's existing directors and officers that no annual
statements of beneficial ownership were required to be filed by
such persons, First Liberty believes that all such statements
were timely filed in 1998.
Independent Auditors
The Board of Directors of First Liberty has appointed
the firm of KPMG LLP, as independent auditors to provide certain
accounting services for First Liberty and its subsidiaries during
fiscal year 1999. Representatives of this firm are expected to
attend the Annual Meeting, will be afforded an opportunity to
make a statement if they desire to do so, and will be available
to respond to questions from shareholders.
Other Matters
Management knows of no business other than as described
above that is planned to be brought before the First Liberty
Annual Meeting.
PAGE 11
<PAGE>
SHAREHOLDER PROPOSALS
First Liberty's 2000 Annual Meeting of Shareholders
will be held on or about May 15, 2000. In accordance with the
ByLaws of First Liberty, a shareholder who desires to propose a
matter for consideration at an annual meeting of shareholders
must provide notice thereof in writing, delivered or mailed by
first-class United States mail, postage prepaid, to the Secretary
of First Liberty, not less than sixty days prior to such annual
meeting. For the 2000 Annual Meeting of Shareholders, this
period ends on March 16, 2000.
Any shareholder who desires to submit a proposal to be
considered for inclusion in First Liberty's proxy materials
relating to its 2000 Annual Meeting of Shareholders in accordance
with the rules of the Securities and Exchange Commission must
submit such proposal in writing, addressed to First Liberty at
645 Washington Avenue, Jermyn, Pennsylvania 18433 (Attn:
Secretary), on or before December 23, 1999.
PAGE 12
<PAGE>
[PROXY CARD]
[Side 1]
FIRST LIBERTY BANK CORP.
I/We hereby appoint Mary Anne Constantini as proxyholder,
with the power to appoint her substitute, and hereby authorize
her to represent and to vote, as designated on the reverse side,
all the shares of common stock of First Liberty Bank Corp. held
of record by me/us on March 31, 1999, at the Annual Meeting of
Shareholders to be held on May 17, 1999, or any adjournment
thereof.
This proxy when properly executed will be voted in the
manner directed on the reverse side. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE
NOMINEES OF THE BOARD OF DIRECTORS. This proxy will be voted, in
the discretion of the proxyholders, upon such other business as
may properly come before the Annual Meeting of Shareholders or
any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Please vote and sign on the other side.
<PAGE>
[Side 2]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" THE FOLLOWING MATTER
ELECTION OF CLASS I DIRECTORS.
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as to vote for all
marked to the contrary hereon) nominees listed hereon
Kuzma Leschak, Jr.; I. Leo Moskovitz; Michael A. Barbetti;
Norman E. Woodworth; and Fred J. Gentile
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE NAME IN THE
LIST ABOVE.)
The undersigned hereby acknowledges
receipt of the Proxy Statement
dated April 21, 1999 and hereby
revokes any proxy or proxies
heretofore given to vote shares at
said meeting or any adjournment
thereof.
Dated _______________, 1999 __________________________________
Signature
(PLEASE DATE, SIGN AND RETURN
THIS PROXY IN THE ENCLOSED __________________________________
ADDRESSED ENVELOPE) Signature if held jointly. Please
sign exactly as name appears
hereon.
